STANSPORT®
AUTHORIZED RESELLER
AGREEMENT
This
Authorized Reseller Agreement (“Agreement”) is by and between Standard Sales,
Inc., dba Stansport (“Stansport”) and the reseller listed above
(“Reseller”). Stansport sells high value camping and outdoor gear. Reseller desires to sell Stansport products (“Products”)
as an Authorized Reseller. As an
Authorized Reseller, Reseller agrees to the following:
1.
Marketing and Sales, Reporting and Shipping
(a) Marketing and Sale of Products:
(i) Reseller
shall use its best efforts to promote Products.
Reseller shall purchase Products only from Stansport and its authorized
distributors and shall resell Products only to the end consumer. Reseller shall not during the term of this
Agreement contact Stansport’s suppliers, or any third party, for the
purpose of manufacturing or obtaining any product similar to the Product.
(ii) Reseller
shall advertise the Product for a price that is within the Stansport’s Minimum
Advertised Price Policy (“MAP”) established by Stansport unilaterally from
time to time. The MAP Policy is subject to amendment or modification at
any time by Stansport unilaterally and in its sole
discretion. A copy of the MAP Policy is attached hereto.
(iii) RESELLER
SHALL NOT PROMOTE, MARKET, ADVERTISE, OFFER TO SELL OR SELL ANY PRODUCT ON OR
THROUGH ANY ONLINE MARKETPLACE OR AUCTION SERVICE (E.G., EBAY, AMAZON
MARKETPLACE, FACEBOOK, INSTAGRAM, OR LIKE WEBSITES). RESELLER MAY SELL STANSPORT PRODUCTS
ON ITS OWN WEBSITE.
(iv) Reseller’s
website must have a secure transaction form using encrypted-data streams or
secure encryption technology, and must be PCI compliant, and a high standard of
transaction security should be maintained, including technology advances that
become available. Reseller should employ dedicated personnel in-house or a Web
agency that provides dedicated personnel. Reseller’s website must post and
enforce a privacy policy compliant with applicable federal, state and local
laws and regulations including without limitation, ADA Website Accessibility
guidelines (WCAG most current version) and COPPA compliance, if applicable. Reseller’s
website must have an up to date privacy policy and dedicated personnel to
handle customer concerns or inquiries, including without limitation, a
customer’s ability to opt-out of any retention of the customer’s personal
information.
(v) Reseller shall observe all directions and instructions given
to it by Stansport in relation to the promotion and advertisement of
the Product. Reseller shall not make any written statement as to the quality or
manufacture of the Product or make any promises or guarantees with reference to
the Product other than those expressly set forth in promotional material
supplied by Stansport. Reseller shall have no right, power or authority in
any way to bind Stansport to any contract or obligation, express or
implied.
(vi) Reseller
understands that Stansport intends to hold Reseller liable for all
legal liability Reseller may owe to Stansport for damages caused to Stansport due
to product diversion resulting from the sale of the Product to
Reseller under the Authorized Distributor Agreement. It is Stansport’s policy
that no Product shall be sold by any reseller to any person or entity that
may resell the Product, whether by retail, mail, Internet, swap meet, flea
market, or other commercial means or in violation of U.S. laws, rules or
regulations, including the U.S. Export Administration Regulations (the
“Anti-Diversion Policy”). Reseller shall not sell any Product to any person or
entity that Reseller has reason to believe has the intention of reselling the
goods, exporting them, or otherwise acting in violation of the Anti-Diversion
Policy. Reseller shall institute reasonable and appropriate procedures and
security measures, which Stansport may periodically review, to
prevent diversion of Product and fulfill its obligations set forth in this
Section 1(a)(v). Reseller shall make reasonable efforts to identify violations
or potential violations of the Anti-Diversion Policy. Reseller shall make
reasonable efforts to educate the customers to which it sells the Product
regarding the Anti-Diversion Policy. Reseller agrees to ensure that customers
to whom it sells Product do not directly or indirectly advertise or solicit
sales or sell the Product via mail or on the Internet. Reseller agrees to
compensate Stansport for reasonable damages for any violation of this
Section 1(a)(v), and also to reimburse Stansport for the repurchase of
Product by Stansport from any other entity to which or through which
Reseller or its customers have diverted the Product in violation of the
Anti-Diversion policy.
(vii) In
connection with Reseller’s activities under this Agreement and the Authorized
Distributor Agreement, Reseller shall comply with: (1) all applicable laws,
rules, and regulations, (2) all terms and conditions of the Authorized
Distributor Agreement, and (3) appropriate ethical standards.
(viii) Reseller
may not use any of the following or similar words/terms in advertising of any
kind, in the Reseller’s URL name, or in any purchased key word(s), link or
affiliate listing containing the Stansport brand name: Discount, Blow Out, Warehouse, Outlet, Sale,
Low Price, Deal, Coupon, Free, % Off,
Bargain, Cheap, Discontinued, Special, and Special Value.
(ix)
Reseller may not bid on new Stansport related keywords or
use new collections ad copy. Reseller will remove new collections product from
its product feeds that are submitted to Google Merchant Center.
(x)
Reseller may not offer any promotion of any
kind connected with the Stansport brand, including but not limited to
Friends-and-Family, Gift-with-Purchase, or Purchase-with-Purchase promotions,
without prior written authorization from Stansport.
(xi)
Reseller may not show or display discontinued
or prior-season Stansport merchandise at any time, unless authorized in writing
by Stansport. Reseller’s ability to
participate in or advertise any Stansport promotional “discontinued event”
shall be as determined by Stansport, on a case to case basis, from time to
time.
(xii)
Reseller must enact a “bid to position”
strategy which forbids them from bidding to position one. Within Google
AdWords’ platform, operators are able to set bidding position thresholds for
all Stansport Branded Keywords (such as “Stansport backpack,” or “Stansport
luggage”). Reseller may not bid higher than position two.
(b) Reports: Reseller will provide to Stansport data regarding retail sell
through, inventory, promotional activity during the month, and percentage of
online sales in comparison to in-store sales upon request and any other information Stansport may
reasonably require from time to time. Such reports shall be considered
Confidential Information of Reseller and otherwise protected under Section 2(c)
of this Agreement.
(c) Shipping: US Resellers may not ship to any consumer or
shipping location located outside of the 50 states of the United States except
as authorized in writing by Stansport. Canadian Resellers may not ship to any
consumer or shipping location located outside of Canada except as authorized in
writing by Stansport. Stansport will not
ship to post office boxes. Reseller must pay the processing fee charged by Stansport
for EDI drop ship orders. Reseller shall provide Stansport access to customer
information where the Reseller drop ships in accordance with the Reseller’s privacy policy. Reseller must permit Stansport to place generic brand
marketing material in boxes to be drop shipped.
2.
Proprietary Rights
(a) Brand Guidelines: Reseller
shall abide by Stansport's Brand Book as provided by Stansport to Reseller
from time to time.
Without limiting the generality of the
foregoing, Reseller agrees that:
(i)
Only photos provided by Stansport (“Product Photos”) may be used to display the Product.
Product Photos must retain natural proportions. Reseller shall not edit the
Product Photos in any way, other than sizing.
(ii) Reseller
shall ensure that any data, Product Photos and Product descriptions displayed
by the Reseller: (1) are the most-current versions of such provided by Stansport or
the Distributor, and (2) comply with the Brand Guidelines.
(iii) Whenever
referring to the Product, Reseller must use the full proper Product name as
described in the Brand Guidelines.
(iv) Reseller may not redistribute
or use such images/photography for any purpose other than the Reseller’s own
business to resell Stansport products to consumers.
(b) Use of Marks: During the
term of the Agreement only, Stansport grants Reseller a non-exclusive,
non-transferable, non-sublicensable license to use Stansport’s logos,
trademarks, and trade names, including any special “Authorized Reseller”
logo that Stansport may develop (the “Marks”): (i) in
connection with promotional materials provided by Stansport and (ii) on
the Product, but only as set forth on the Product at the time of delivery
to Reseller. Reseller agrees to cooperate with Stansport in
monitoring Reseller’s use of the Marks and agrees to supply Stansport with
specimens of, and access to, its uses of the Marks upon request. Reseller shall
use each Mark in accordance with the Brand Guidelines and in such manner
that it creates a separate and distinct impression from any other logo,
trademark, trade name or service mark. Reseller may not register any URL using Stansport
trademarks, including but not limited to STANSPORT or any Product, collection,
or series names or any misspelling variation thereof including typos or
alpha-numerics. Reseller agrees that in its conduct of its business in
connection with the Marks it shall do nothing to bring disrepute to or damage
the goodwill symbolized by such Marks. Reseller agrees that any goodwill
arising from its use of the Marks shall inure to the benefit of and be on behalf
of Stansport.
(c) Confidentiality: Stansport and
Reseller each agree and undertake that during the term of this Agreement and
thereafter it shall keep confidential and shall not use for its own purposes,
nor without the prior written consent of the other disclose to any third party,
any information of a confidential nature (including, without limitation, the
terms and conditions of the Agreement, and any information relating to the
other party's products, operations, processes, plans or intentions, product
information, know-how, design rights, trade secrets, wholesale pricing
information, and other information of commercial value) which may become known
to a party from the other party (“Confidential Information”),
unless the information (1) is public knowledge or already known to that party
at the time of disclosure or (2) subsequently becomes public knowledge other
than by breach of this Agreement or (3) subsequently comes lawfully into the
possession of that party from a third party. To the extent necessary to
implement the provisions of the Agreement, each party may disclose Confidential
Information to those of its employees as may be reasonably necessary or
desirable, provided that before any such disclosure each Party shall make those
employees aware of its obligations of confidentiality under this Agreement and
shall at all times procure compliance by those employees with them.
3.
Duration of Agreement
(a) Term: This
Agreement shall be effective as of the date Reseller receives approval to
participate in the Authorized Reseller Program and shall continue indefinitely
until terminated pursuant to the Agreement hereof. The Agreement will
automatically terminate upon the termination of the Authorized Distributor
Agreement.
(b) Termination
for Convenience: Either party may terminate the Agreement without
cause upon thirty (30) days’ prior written notice to the other party.
(c) Termination
for Breach: Stansport may at any time terminate this Agreement
with immediate effect, without notice to Reseller, if Reseller materially
breaches any of the term and conditions of this Agreement. Either party may
terminate this Agreement if the other party materially breaches any of its
terms or conditions and fails to cure such breach within ten (10) days
following receipt of written notice thereof.
(d) Effect of
Termination: Upon termination or expiration of this
Agreement, Stansport, at its option, may repurchase any or all
Product then in Reseller’s possession at prices not greater than the prices
paid by Reseller for such Product, provided, however that any such repurchase
of Product by Stansport shall be contingent on Reseller’s
shipment of the Product (at Reseller’s expense) to Stansport’s designated
location in the Territory, and on verification by Stansport that the
Product is in its original packaging and in new and immediately salable
condition. The terms and conditions of Sections 1(c), 2(c), 3(d), 4(a)(ii),
4(b) and 5 shall survive any termination or expiration of this Agreement. In
addition, in the event of any expiration of this Agreement or termination of
this Agreement pursuant to Section 3(b), all rights and obligations of the
parties hereunder shall survive with respect to any order for Products accepted
by the Distributor prior to such expiration or termination.
4.
Warranty, Liability and Indemnity
(a) Warranty:
(i)
Stansport warrants Product in accordance with Stansport’s
standard Product warranty issued from time to time by Stansport (the
“Product Warranty”). Stansport will replace any Product
that does not comply with the Product Warranty. The Product Warranty does
not cover defects or damage caused to Product by Distributor, Reseller, or any
third party. If it is determined that any defect in Product is not the fault of
Stansport, or such defect or damage was caused by or attributable to
Reseller, its customers, Distributor, or any third party, Reseller agrees to
pay all charges associated with each such replacement, including without
limitation all charges for labor, materials and shipping.
(ii) EXCEPT
AS EXPRESSLY SET FORTH IN SECTION 4(A)(I), STANSPORT EXPRESSLY DISCLAIMS, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS
FOR A PARTICULAR PURPOSE. RESELLER’S SOLE REMEDY FOR ANY NONCONFORMING OR
DEFECTIVE PRODUCT OR FOR ANY BREACH OF THE PRODUCT WARRANTY SHALL BE LIMITED TO
REPAIR OR REPLACEMENT OF NONCONFORMING UNITS OR PARTS OF SUCH PRODUCT.
(b) Liability: IN NO EVENT SHALL STANSPORT,
ITS AFFILIATES, OR ANY OTHER ENTITY IN THE STANSPORT GROUP OF COMPANIES, OR ANY
OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS BE LIABLE TO
RESELLER OR ANY OF ITS CUSTOMERS FOR ANY SPECIAL, INDIRECT, RELIANCE,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST PROFITS OR LOST
REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,
EVEN IF DEVANT, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES OR AGENTS HAVE BEEN NOTIFIED OF THE POSSIBILITY THEREOF. THE
AGGREGATE LIABILITY OF STANSPORT, ITS AFFILIATES, AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR CLAIMS ARISING UNDER THIS
AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY STANSPORT
IN CONNECTION WITH THIS LETTER IN THE THREE (3) MONTHS PRIOR TO THE EVENT OR
CIRCUMSTANCES GIVING RISE TO THE LIABILITY.
(c) Indemnity: Reseller agrees,
at its own cost, to indemnify, defend and hold harmless Stansport, its
affiliates, and any and all other entities in the Stansport group of
companies, and their respective officers, directors, employees and agents
from and against all actions, proceedings, losses, damages, liabilities,
claims, costs and expenses, including without limitation fines, penalties,
legal and other professional fees and expenses, arising out of or resulting
from acts or omissions or deemed acts or omissions of Reseller, including
without limitation the sale of Product to Reseller’s customers.
5.
General Provisions
(a) Governing
Law; Venue: This Agreement shall be governed by and construed in
accordance with the laws of the State of California without giving effect to
the principles of conflicts of law of any jurisdiction. Any claim or
controversy arising out of or related to this Agreement shall be submitted to a
court of applicable jurisdiction in the State of California, and each party
hereby consents to the exclusive jurisdiction and venue of such court.
(b) Assignment;
Sub-distributors: Reseller may not assign its rights, duties or
obligations under this Agreement, in whole or in part, without Stansport’s
prior written consent. Any prohibited assignment shall be null and void.
All terms and conditions of this Agreement shall be binding on and inure to the
benefit of the successors and permitted assigns of the parties. Reseller shall
not sell the Product through a sales agent or to a sub-distributor or reseller.
(c) Notices: Notices
hereunder must be in writing, except as otherwise stipulated herein, and given
to the other party by certified first class mail, postage prepaid and return
receipt requested, or by air courier to the mailing address set forth above for
notices sent to Reseller, or to Stansport, 2801 East 12th Street,
Los Angeles, California 90023, for notices sent to Stansport, or to such other
address as either party may designate by providing notice as set forth
herein. Notices shall be effective when received.
(d) Entire
Agreement: This Agreement sets forth the entire understanding of the
parties with respect to the matters set forth herein and shall supersede any
prior negotiations or agreements, whether written or oral, with respect
thereto. However, this Agreement does not replace the Stansport Wholesale
Account Application and is meant to supplement that agreement. This Agreement may not be amended or waived
except by a written instrument signed by both parties. The waiver by either
party of any right provided under this Agreement shall not constitute a
subsequent or continuing waiver of such right or of any other right under this
Agreement. If any court determines that any provision of this Agreement is
invalid or unenforceable, any invalidity or unenforceability shall affect only
that provision and shall not make any other provision of this Agreement invalid
or unenforceable, and the unenforceable provision shall be modified, amended or
limited only to the extent necessary to render it valid and enforceable.
Stansport
reserves the unilateral right to change this Policy at any time, with or
without prior notice. It is the Reseller’s right to determine the manner in
which it conducts its business. At the
same time, it is Stansport’s right to do business with whomever Stansport
chooses. Stansport will exercise that right whenever Stansport determines that
the integrity of the Stansport brand has been or may be compromised and, in
that spirit, Stansport will administer this policy as it sees fit. Stansport’s
decision with respect to a noncompliant Reseller will be made solely by Stansport’s
management, without any prior discussion or consultation with the noncompliant
Reseller.
This policy
supersedes all previous Online Agreements and/or Distribution Policies entered
into by Reseller. No other Stansport employees or
representatives are authorized to interpret or modify any aspect of this
Policy, or the application of this Policy.